UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On March 10, 2022, Inari Medical, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), relating to the underwritten public offering by the Company of 2,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a public offering price of $81.00 per share (the “Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable within 30 days from the date of the Underwriting Agreement, to purchase up to 300,000 additional shares of the Company’s Common Stock (the “Option Shares”) The Shares were delivered against payment therefor on March 15, 2022.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-261882) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on December 23, 2021, a prospectus included in the Registration Statement, a preliminary prospectus supplement and final prospectus supplement, filed with the SEC on March 10, 2022 and March 11, 2022, respectively.
The Company estimates that the net proceeds from the Offering were approximately $151.5 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company currently intends to use the net proceeds from the Offering to fund product development, research activities and clinical development activities, to expand its commercial activities in the United States and internationally, including marketing personnel and programs, and the remainder for working capital and other general corporate purposes.
The Underwriting Agreement contains customary representations, warranties, covenants, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete statement of the rights and obligations of the parties under the Underwriting Agreement and the transactions contemplated thereby, and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the legal opinion of Latham & Watkins LLP relating to the validity of the issuance and sale of the shares in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated March 10, 2022, by and among Inari Medical, Inc. and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. | |
| 5.1 | Opinion of Latham & Watkins LLP. | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INARI MEDICAL, INC. | ||||||
| Date: March 15, 2022 | By: | /s/ Mitchell Hill | ||||
| Mitchell Hill | ||||||
| Chief Financial Officer | ||||||